8-KMaterial AgreementsFinancial EventsShareholder Matters+2

METLIFE INC 8-K Report, Material Agreement (Apr 8, 2008)

Filed April 8, 2008For Securities:METMET-PEMET-PFMET-PA

Summary

MetLife, Inc. has filed an 8-K report detailing a significant financing transaction completed on April 8, 2008. The company, through its sponsored entity MetLife Capital Trust X, successfully offered $750 million in 9.250% Fixed-to-Floating Rate Exchangeable Surplus Trust Securities (X-SURPS). These X-SURPS are designed to be exchangeable into MetLife's 9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068 under specific conditions. This transaction represents a substantial capital raise for MetLife, utilizing a private placement exempt from registration under Rule 144A, targeting Qualified Institutional Buyers and Qualified Purchasers. Integral to this offering is a Replacement Capital Covenant entered into by MetLife. This covenant restricts MetLife and its subsidiaries from repaying, redeeming, or purchasing the X-SURPS (before exchange) or the Junior Subordinated Debentures (after exchange) until April 8, 2058, unless such actions are funded by the issuance of specific replacement capital securities. This covenant provides a long-term commitment to the capital structure, offering a degree of stability for debt holders involved in this issuance.

Key Highlights

  • 1MetLife Capital Trust X completed a $750 million offering of 9.250% Fixed-to-Floating Rate Exchangeable Surplus Trust Securities (X-SURPS).
  • 2The X-SURPS are exchangeable into MetLife's 9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068.
  • 3The offering was conducted as a private placement under Rule 144A, targeted at Qualified Institutional Buyers and Qualified Purchasers.
  • 4MetLife entered into a Replacement Capital Covenant restricting the repayment, redemption, or purchase of the X-SURPS/Debentures until April 8, 2058.
  • 5Repayment restrictions under the covenant are only permissible if funded by specific replacement capital securities.
  • 6The X-SURPS represent beneficial interests in MetLife's Surplus Notes, which are assets of the Trust.

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